We May Not Be Able to Monetize Our Investments in Auction Rate Securities in the Short Term and We Could Experience a Decline in Their Market Value, Which Could Adversely Affect Our Financial Results We owned auction rate securities (ARS) with an estimated fair value of $8.0 million ($8.2 million par value) at September 30, 2012, which were classified as other longterm assets on our Consolidated Balance Sheet. If current illiquidity in the ARS market does not improve, if issuers of our ARS are unable to refinance the underlying securities, or are unable to pay debt obligations and related bond insurance fails, or if credit ratings decline or other adverse developments occur in the credit markets, then we may not be able to monetize these securities in the foreseeable future. We may also be required to further adjust the carrying value of these instruments through an impairment charge that may be deemed other-than-temporary which would adversely affect our financial results. Anti-Takeover Provisions Under Our Certificate of Incorporation and Bylaws May Discourage Third Parties from Making an Unsolicited Bid for Our Company Our certificate of incorporation, our bylaws, and various provisions of the Delaware General Corporation Law may make it more difficult or expensive to effect a change in control of our Company. For instance, our amended and restated certificate of incorporation provides for the division of our Board of Directors into three classes as nearly equal in size as possible with staggered three-year terms. We have adopted change in control arrangements covering our executive officers and other key employees. These arrangements provide for a cash severance payment, continued medical benefits and other ancillary payments and benefits upon termination of service of a covered employee’s employment following a change in control, which may make it more expensive to acquire our Company. Our Inability to Attract and Retain Key Personnel Could Cause Our Business to Suffer If we fail to attract and retain the necessary managerial, technical and customer support personnel, our business and our ability to maintain existing and obtain new customers, develop new products and provide acceptable levels of customer service could suffer. We compete with other industry participants for qualified personnel, particularly those with significant experience in the semiconductor industry. The loss of services of key employees could harm our business and results of operations. Item 1B. Unresolved Staff Comments None. Item 2. Properties Our principal U.S. facilities that we or our subsidiaries own consist of: • global headquarters and research and development a facility in Aurora, Illinois, comprising approximately 200,000 square feet; • commercial slurry manufacturing plant and distribua tion center in Aurora, Illinois, comprising approximately 175,000 square feet; • commercial polishing pad manufacturing plant and a offices in Aurora, Illinois, comprising approximately 48,000 square feet; • n additional 13.2 acres of vacant land in Aurora, a Illinois; and • facility in Addison, Illinois, comprising approximately a 15,000 square feet. In addition, we lease a facility in Rochester, New York, comprising approximately 23,000 square feet. Our principal foreign facilities that we or our subsidiaries own consist of: • commercial slurry manufacturing plant, automated a warehouse, research and development facility and offices in Kaohsiung County, Taiwan, comprising approximately 170,000 square feet; Risks Relating to the Market for Our Common Stock The Market Price May Fluctuate Significantly and Rapidly The market price of our common stock has fluctuated and could continue to fluctuate significantly as a result of factors such as: economic and stock market conditions generally and specifically as they may impact participants in the semiconductor and related industries; changes in financial estimates and recommendations by securities analysts who follow our stock; earnings and other announcements by, and changes in market evaluations of, us or participants in the semiconductor and related industries; changes in business or regulatory conditions affecting us or participants in the semiconductor and related industries; announcements or implementation by us, our competitors, or our customers of technological innovations, new products or different business strategies; changes in our capital management strategy, including the incurrence of debt; and trading volume of our common stock. 15